AMENDMENT NO. 4
TO
MIRAVANT MEDICAL TECHNOLOGIES
PREFERRED STOCK RIGHTS AGREEMENT
WHEREAS: The undersigned, U.S. Stock Transfer Corporation, (the "Rights
Agent"), and Miravant Medical Technologies a Delaware Corporation, (the
"Company") are parties to the Miravant Medical Technologies Preferred Stock
Rights Agreement originally dated July 13, 2000, as amended, hereinafter called
the "Agreement."
WHEREAS: The Rights Agent and the Company wish to amend the definition of
"Acquiring Person" contained in Section 1 of the Agreement.
NOW, THEREFORE, the Rights Agreement is hereby amended as follows
1. The definition of "Acquiring Person" contained in Section 1 of the
Agreement is hereby amended to read as follows:"Acquiring Person" shall mean any
Person, who or which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of Twenty Percent (20%) or more of the
Common Shares then outstanding, but shall not include the Company, any
Subsidiary of the Company or any employee benefit plan of the Company or of any
Subsidiary of the Company, or any entity holding Common Shares for or pursuant
to the terms of any such plan, nor shall it include the acquisition of Twenty
Percent (20%) or more of the Common Shares then outstanding by the Pharmacia
Group: (i) acquired by the Pharmacia Group after an Event of Default, as defined
in the Amended and Restated Credit Agreement dated as of May 31, 2001, between
the Company and Pharmacia Treasury Services AB (the "Credit Agreement"), (ii)
acquired by the Pharmacia Group which, when taken together with the number of
Common Shares held by the Pharmacia Group as of the date of such acquisition, do
not exceed Twenty Five Percent (25%) of the aggregate number of Common Shares
outstanding as of the date of such acquisition or (iii) acquired by the
Pharmacia Group pursuant to Section 2.03 of the Credit Agreement or upon
exercise of any Warrants held by the Pharmacia Group or acquired by the
Pharmacia Group pursuant to the Credit Agreement or that certain Warrant
Agreement, dated February 19, 1999, between the Company and Pharmacia Treasury
Services AB, as amended, modified or supplemented. Acquiring Person shall also
not include the acquisition of Twenty Percent (20%) or more of the Common Shares
by St. Cloud Investments, Ltd., including, but not limited to, those Common
Shares acquired by St. Cloud Investments, Ltd. pursuant to the Note and Warrant
Purchase Agreement dated March 3, 2005. Acquiring Person shall also not include
any person or entity who acquires greater than Twenty Percent (20%) or more of
the Common Shares of the Company in any financing transaction which generates
net proceeds to the Company of less than FIVE MILLION DOLLARS ($5,000,000),
which has been approved by the Board of Directors. Notwithstanding the
foregoing, no Person shall be deemed to be an Acquiring Person as the result of
an acquisition of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to Twenty Percent (20%) or more of the Common Shares of the
Company then outstanding; provided, however, that if a Person shall become the
Beneficial Owner of Twenty Percent (20%) or more of the Common Shares of the
Company then outstanding by reason of share purchases by the Company and shall,
after such share purchases by the Company, become the Beneficial Owner of any
additional Common Shares of the Company (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common Shares in
Common Shares or pursuant to a split or subdivision of the outstanding Common
Shares), then such Person shall be deemed to be an Acquiring Person unless upon
becoming the Beneficial Owner of such additional Common Shares of the Company
such Person does not beneficially own Twenty Percent (20%) or more of the Common
Shares of the Company then outstanding. Notwithstanding the foregoing, (i) if
the Company's Board of Directors determines in good faith that a Person who
would otherwise be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), has become such inadvertently (including,
without limitation, because (A) such Person was unaware that it beneficially
owned a percentage of the Common Shares that would otherwise cause such Person
to be an "Acquiring Person," as defined pursuant to the foregoing provisions of
this paragraph (a), or (B) such Person was aware of the extent of the Common
Shares it beneficially owned but had no actual knowledge of the consequences of
such beneficial ownership under this Agreement) and without any intention of
changing or influencing control of the Company, and if such Person divested or
divests as promptly as practicable a sufficient number of Common Shares so that
such Person would no longer be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), then such Person shall not be deemed
to be or to have become an "Acquiring Person" for any purposes of this
Agreement; and (ii) if, as of the date hereof, any Person is the Beneficial
Owner of Twenty Percent (20%) or more of the Common Shares outstanding, such
Person shall not be or become an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), unless and until such time as such
Person shall become the Beneficial Owner of additional Common Shares (other than
pursuant to a dividend or distribution paid or made by the Company on the
outstanding Common Shares in Common Shares or pursuant to a split or subdivision
of the outstanding Common Shares), unless, upon becoming the Beneficial Owner of
such additional Common Shares, such Person is not then the Beneficial Owner of
Twenty Percent (20%) or more of the Common Shares then outstanding.
2. In all other respects, the Miravant Medical Technologies Preferred
Rights Agreement is ratified as issued by the Company and by the Rights Agent.
3. The Effective Date of this Amendment is March 4, 2005
[Signatures on next page]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
be effective on the date written above.
Miravant Medical Technologies "Rights Agent"
a Delaware Corporation U.S. Stock Transfer Corporation
By: _____________________ By:__________________________
Xxxx X. Xxxxxxx Name:
Chief Executive Officer Title: